If information becomes publicly available, is it still considered 'Confidential Information' for an Itan franchise?
Itan Franchise · 2025 FDDAnswer from 2025 FDD Document
Confidential Information does not include information that: (a) is now, or subsequently becomes, generally available to the public (except as a result of a breach of confidentiality obligations by you, Franchisee or Franchisee's owners, employees or other constituents); (b) you can demonstrate was rightfully in your possession, without obligation of nondisclosure, before we (or any person associated with us) or Franchisee (or any person associated with Franchisee) disclosed the information to you; (c) is independently developed by you without any use of, or reference to, any Confidential Information; or (d) is rightfully obtained from a third party who has the right to transfer or disclose the information to you without breaching a confidentiality covenant imposed on such third party.
Source: Item 23 — RECEIPT (FDD pages 44–190)
What This Means (2025 FDD)
According to Itan's 2025 Franchise Disclosure Document, information that becomes generally available to the public is no longer considered Confidential Information, with a critical exception. This exception applies if the information became public due to a breach of confidentiality obligations by the franchisee, their owners, employees, or other related parties.
This means that an Itan franchisee is not obligated to keep information confidential if it legitimately enters the public domain through means other than their own or their team's actions. However, if a franchisee or someone associated with them causes the information to become public, the franchisee remains bound by confidentiality obligations. This condition is fairly standard in franchising, as franchisors need to protect their proprietary information while acknowledging the reality of information becoming public through legitimate channels.
For a prospective Itan franchisee, this highlights the importance of maintaining strict confidentiality within their organization. It also emphasizes the need to understand what constitutes Confidential Information under the franchise agreement, as a breach could have legal and financial repercussions. Franchisees should ensure their employees and anyone with access to confidential data are aware of these obligations and take appropriate measures to safeguard the information.